Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
To Our Shareholders
Securities Code: 4548
May 28, 2026
(Start date of measures for electronic provision: May 21, 2026)
Ken Mizutani Representative Director and Member of the Board,
President & CEO
SEIKAGAKU CORPORATION6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan
Convocation Notice of the 80th Ordinary General Meeting of ShareholdersWe would like to inform you that the 80th Ordinary General Meeting of Shareholders of SEIKAGAKU CORPORATION (the “Company”) will be held as indicated below.
When convening this general meeting of shareholders, the Company provides information contained in the reference documents for the general meeting of shareholders, etc. (the matters to be provided electronically) electronically, and posts this information as “Convocation Notice of the 80th Ordinary General Meeting of Shareholders” on the Company’s website and the below website for posted informational materials for the general meeting of shareholders on the Internet. Please access either of the websites mentioned below to review the information.
https://www.seikagaku.co.jp/ja/ir/stock/meeting.html (in Japanese) https://d.sokai.jp/4548/teiji/ (in Japanese)In addition to posting the matters to be provided electronically on the websites above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). Please access the TSE website (Listed Company Search) by using the internet address shown below, enter the issue name (company name) or securities code, and click “Search,” and then click “Basic information” and select “Documents for public inspection/PR information.”
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the Meeting, you may exercise your voting rights via the Internet or by sending the enclosed voting form by postal mail. Please review the Reference Documents for General Meeting of Shareholders, and exercise your voting rights so that your vote is received by 5 p.m. on Thursday, June 18, 2026 (JST).
- Date and Time: Friday, June 19, 2026 at 10:00 a.m. (JST)
(Reception starts at 9:15 a.m.)
- Venue: Fourth floor hall, Otemachi Sankei Plaza
7-2, Otemachi 1-chome, Chiyoda-ku, Tokyo
- Purpose of the Meeting Matters to be reported:
The Business Report and the Consolidated Financial Statements for the 80th fiscal year (from April 1, 2025 to March 31, 2026), and the results of audits of the Consolidated Financial Statements by the Financial Auditor and the Audit & Supervisory Board
The Non-consolidated Financial Statements for the 80th fiscal year (from April 1, 2025 to March 31, 2026)
If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding voting rights at the meeting. However, please note that a document verifying the proxy right of the person representing you must be submitted.
Any voting form returned without indicating approval or disapproval for a particular proposal will be counted as a vote for approval of the proposal.
If any corrections are made to the matters to be provided electronically, a notice of the revisions and the details of the matters before and after the revisions will be posted on the Company’s website and the website for posted informational materials for the general meeting of shareholders as well as TSE website as indicated on page 1.
Pursuant to the relevant laws and regulations and the provision of the Company’s Articles of Incorporation, the following items among the matters to be provided electronically are not included in the paper copy to be sent to shareholders who have requested it. The Audit & Supervisory Board Members and the Financial Auditor have audited the documents subject to audit, including the following items.
“Matters Concerning Financial Auditor” and “System to Ensure the Appropriateness of Business Operations and Status of Operations of the System” of the Business Report
“Consolidated Statements of Changes in Shareholders’ Equity” and “Notes to the Consolidated Financial Statements” of the Consolidated Financial Statements
“Non-consolidated Statements of Changes in Shareholders’ Equity” and “Notes to the Non-consolidated Financial Statements” of the Non-consolidated Financial Statements
Shareholders who have not requested paper copies will receive a paper-based document containing the contents of the reference documents for the general meeting of shareholders, in addition to the matters required by laws and regulations.
The Company believes that sustainable profit growth and the enhancement of corporate value contribute to the sharing of common interest with shareholders. The Company recognizes that the return of profits to shareholders is one of its important management tasks, and will strive for continued return of profits in the consideration of trends in business performance, financial conditions and other factors.
As per the dividend forecast announced in May 2025, the Company proposes to pay year-end dividends for the fiscal year as follows, consisting of an ordinary dividend of ¥15 per share:
Type of dividend property Cash
Allotment of dividend property to shareholders and aggregate amount thereof Per share of common stock of the Company ¥15
Total dividends ¥819,041,880
Accordingly, including the interim dividend of ¥15 per share, the annual dividend will be ¥30 per share.
Effective date of dividends of surplus Monday, June 22, 2026
At the conclusion of this ordinary general meeting of shareholders, the terms of office of all five Directors will expire. Therefore, in order to further strengthen our management structure, we would like to increase the number of directors by one and the Company proposes the election of six Directors.
The candidates for Director are as follows:
List of candidatesCandidate No. | Name | Years served as Director | Current position and responsibility in the Company | Attendance at meetings of the Board of Directors | |
1 | Ken Mizutani | Reelection | 36 years | Representative Director and Member of the Board, President & CEO | 100% (14 of 14) |
2 | Toshiyuki Okada | Reelection | 9 years | Director Executive Vice President responsible for Reliability Assurance | 100% (14 of 14) |
3 | Yosuke Funakoshi | Reelection | 8 years | Director Executive Vice President responsible for Research & Development | 100% (14 of 14) |
4 | Ryoji Tomokiyo | New election | - | Executive Vice President responsible for Business Development & Marketing and Head of Global Business Development & Marketing | - |
5 | Mio Minaki | Reelection Outside Director Independent Officer | 7 years | Outside Director | 100% (14 of 14) |
6 | Masaji Santo | New election Outside Director Independent Officer | - | - | - |
Candidate No. | Name (Date of birth) | Career summary, positions and responsibilities in the Company | Number of the Company’s shares owned |
Apr. 1970 Joined Mitsubishi Chemical Industries Limited (current Mitsubishi Chemical Corporation) | |||
Sept. 1983 Deputy Head of Electronics Materials | |||
Aug. 1988 Joined the Company | |||
June 1990 Director, Head of Research Biologicals and Diagnostics Marketing | |||
June 1993 Director, Executive Vice President responsible for Planning and Manufacturing | |||
June 1996 Director, Executive Vice President responsible for Pharmaceuticals and Fine Chemicals | |||
July 1997 Director, Executive Vice President responsible for Pharmaceuticals, Fine Chemicals and New Business Development | |||
Nov. 1997 Director, Executive Vice President responsible for Pharmaceuticals, Fine Chemicals, New Business Development and ACC | |||
June 1998 Director, Executive Vice President responsible for Marketing | |||
Ken Mizutani (March 10, 1948) Reelection Years served as Director: 36 years | June 2000 Director, Executive Vice President and Head of Central Research Laboratory June 2002 Representative Director and Member of the Board, Senior Executive Vice President responsible for Pharmaceuticals, Fine Chemicals, Oral Care, Glycoforum, and Head of Central Research Laboratory | 483,282 shares | |
1 | Attendance at meetings of the Board of Directors during the fiscal year under review: 100% (14 of 14) | June 2003 Representative Director and Member of the Board, Senior Executive Vice President responsible for Pharmaceuticals, Fine Chemicals, LAL Strategic Planning and Head of Central Research Laboratory | |
June 2004 Representative Director and Member of the Board, Senior Executive Vice President responsible for Research & Development and Fine Chemical Marketing | |||
June 2005 Representative Director and Member of the Board, President & Chief Executive Officer (CEO) | |||
June 2014 Representative Director and Member of the Board, President & CEO, Head of Manufacturing | |||
Jan. 2015 Representative Director and Member of the Board, President & CEO | |||
June 2018 Representative Director and Member of the Board, President & CEO, Head of Manufacturing | |||
June 2019 Representative Director and Member of the Board, President & CEO (current position) | |||
[Significant concurrent positions outside the Company] | |||
Chairman of Mizutani Foundation for Glycoscience | |||
[Reasons for nomination as candidate for Director] With experience in a wide range of fields centered on corporate strategy, marketing, and research and development, Ken Mizutani is familiar with all aspects of the Company and has high insight regarding business management. As Representative Director, he plays a central role of decisions on important matters and supervising business execution, and is substantially fulfilling his duties as Director. We have nominated him as a candidate for Director as we judged that he will be able to continue to utilize his abilities, knowledge and experience to contribute to the sustainable growth and enhancement of the corporate value of the Company over the medium to long term. | |||